Does the Healthsource Chiropractic agreement allow the developer to claim indirect damages?

According to the 2025 Healthsource Chiropractic Franchise Agreement, franchisees may be liable for both direct and indirect damages resulting from breaches of the agreement. Specifically, in addition to liquidated damages for violating Section 9 of the agreement, franchisees must also pay Healthsource Chiropractic any and all actual damages, including attorney's fees, incurred as a direct or indirect result of any breach or violation. This means that a franchisee could be responsible for not only the immediate financial losses suffered by Healthsource Chiropractic due to a breach but also any consequential or secondary losses that stem from that breach.

This clause is significant for prospective franchisees because it broadens the scope of their potential financial liability. While liquidated damages provide a pre-determined amount for certain breaches, the addition of 'any and all actual damages' opens the door for Healthsource Chiropractic to claim a wider range of losses, potentially leading to much higher financial burdens for the franchisee. The inclusion of attorney's fees further increases the financial risk, as legal costs can quickly escalate during disputes.

It is important for potential Healthsource Chiropractic franchisees to carefully consider the implications of this clause and to seek legal counsel to fully understand their potential liabilities. They should also ensure they have adequate insurance coverage to protect themselves against potential claims for damages. Understanding the specific types of breaches that could trigger this clause and the potential extent of damages is crucial for making an informed decision about investing in a Healthsource Chiropractic franchise.